sec document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
ELBIT SYSTEMS LTD.
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(Name of Issuer)
ORDINARY SHARES, NOMINAL VALUE NIS 1.00 PER SHARE
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(Title of Class of Securities)
M3760D101
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(CUSIP Number)
Shlomo Heller
Koor Industries Ltd.
Azrieli Center 3
Triangle Tower - 43rd Floor
Tel Aviv, Israel 67023
+972 3 607 5107
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 27, 2006
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. /_/
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. M3760D101 13D Page 2 of 6 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Koor Industries Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY - 0 -
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
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9 SOLE DISPOSITIVE POWER
- 0 -
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10 SHARED DISPOSITIVE POWER
- 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
- 0 -
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
- 0 -
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. M3760D101 13D Page 3 of 6 Pages
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ITEM 1. SECURITY AND ISSUER
This Amendment No. 2 (this "Amendment") relates to the ordinary shares,
nominal value 1.00 New Israeli Shekels per share (the "Ordinary Shares"), of
Elbit Systems Ltd., a company organized under the laws of the State of Israel
(the "Issuer"), and amends the Schedule 13D filed by Koor Industries Ltd.
("Koor") with the U.S. Securities and Exchange Commission, with an event date of
April 18, 2005, as amended by Amendment No. 1 thereto, with an event date of
August 25, 2005 (the "Schedule"). All capitalized terms used in this Amendment
and otherwise undefined shall have the meanings ascribed in the Schedule.
This Amendment is filed in accordance with Rule 13d-2 of the Securities
Exchange Act of 1934, as amended, by the reporting persons. This Amendment
refers only to information that has materially changed since the filing of the
Schedule.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended to add the following:
As a result of the Sale Transactions (as defined in Item 6), Koor does
not own any Ordinary Shares of the Issuer. Accordingly, Koor is no longer a
reporting person under the Schedule.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended and restated as follows:
Koor sold privately all of its Ordinary Shares of the Issuer pursuant
to the Sale Transactions (as defined in Item 6). As a result, Koor does not own
any Ordinary Shares of the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Items 5(a)-(b) are hereby amended and restated as follows:
(a)-(b) As a result of the Sale Transactions (as defined in Item 6),
Koor does not own any Ordinary Shares of the Issuer.
Item 5(c) is hereby amended to add the following:
(c) Koor has not engaged in any transactions involving the Ordinary
Shares during the past sixty days other than the Sale Transactions.
Item 5(e) is hereby amended and restated as follows:
(e) Koor ceased to be a five percent (5%) beneficial owner of the
Ordinary Shares of the Issuer on November 27, 2006.
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CUSIP No. M3760D101 13D Page 4 of 6 Pages
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Item 6 is hereby amended to add the following:
On November 27, 2006, Koor sold 50,000 Ordinary Shares to Federmann
Enterprises Ltd. ("Federmann") for an aggregate purchase price of approximately
$1.7 million (which represents a price per share of $33.26 - the market price of
the shares at that time) pursuant to a share transfer deed, the English
translation of which is attached hereto as EXHIBIT A. Also on November 27, 2006,
Koor sold to Federmann 2,300,000 Ordinary Shares at a price per share of $30.60
(the "Sold Shares"), representing approximately 5.6% of the Issuer's shares
based on the Issuer's then outstanding share capital, pursuant to a purchase
agreement, dated November 22, 2006, between Koor and Federmann, the English
translation of which is attached hereto as EXHIBIT B (the "Purchase Agreement").
Pursuant to the Purchase Agreement, at the closing on November 27, 2007, (i)
Federmann paid Koor the purchase price for 460,000 of the Sold Shares and
received such shares and (ii) the remaining 1,840,000 of the Sold Shares were
registered in the name of Federmann and then immediately registered in the name
of a trust (the "Federmann Trustee") pursuant to a trust agreement, the English
translation of the form of which is attached to the Purchase Agreement as
Appendix 2.1(b), and pledged in favor of Koor to secure future payments by
Federmann as described below. Pursuant to the Purchase Agreement, Federmann will
pay the purchase price for the remaining Sold Shares in four equal installments
on March 26, 2007, June 26, 2007, September 26, 2007 and December 26, 2007 and
has issued to Koor a debenture evidencing such payments, the English translation
of the form of which is attached to the Purchase Agreement as Appendix 2.1(a).
Upon receipt by Koor of each future payment by Federmann, the Federmann Trustee
will transfer 460,000 of the Sold Shares to Federmann and the pledge on such
shares in favor of Koor will be released. Pursuant to the Purchase Agreement,
Federmann is entitled to receive any dividends paid on the pledged Sold Shares,
and the Federmann Trustee has granted Federmann a proxy to vote the pledged Sold
Shares.
Concurrently with the sale of the Sold Shares, Koor and Federmann
terminated the Shareholders Agreement, dated as of December 27, 2004 and amended
on July 6, 2005, between Koor, Federmann and Heris Aktiengesellschaft (which
agreement was previously described in the Schedule), and Jonathan Kolber, Koor's
nominee to the Issuer's Board of Directors, announced his resignation as a
director of the Issuer.
On November 27, 2006, as a result of the sales of Ordinary Shares to
Federmann described in the preceding paragraphs, the number of Ordinary Shares
beneficially owned by Koor was 810,000 shares, representing approximately 1.9%
of the Issuer's shares based on the Issuer's then outstanding share capital.
On December 5, 2006, Koor sold its remaining 810,000 Ordinary Shares to
UBS Israel Securities Ltd. in a block trade for total consideration of
approximately $26.6 million.
As a result of the transactions described in the preceding paragraphs
(collectively referred to herein as the "Sale Transactions"), Koor no longer
owns any Ordinary Shares of the Issuer.
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CUSIP No. M3760D101 13D Page 5 of 6 Pages
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is hereby amended to add the following exhibits:
Exhibit A: English Translation of the Share Transfer Deed, dated
November 27, 2006, between Koor Industries Ltd. and
Federmann Enterprises Ltd.*
Exhibit B: English Translation of the Purchase Agreement, dated
November 22, 2006, between Koor Industries Ltd. and
Federmann Enterprises Ltd.*
* All the translations are being attached for the convenience of the reader, and
in the event of any discrepancy between the translations and the original Hebrew
documents, the Hebrew documents will prevail.
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CUSIP No. M3760D101 13D Page 6 of 6 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: December 6, 2006
KOOR INDUSTRIES LTD.
By: /s/ Shlomo Heller
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Name: Shlomo Heller
Title: General Counsel